Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus on November 6, 2026, disclosing the offering summary for Contingent Income Callable Securities due November 2028, linked to the worst performing of the EURO STOXX 50, Russell 2000, and S&P 500 indices.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. is the guarantor.
  • Stated principal amount: $1,000 per security, with a pricing date of November 13, 2026 and an issue date of November 18, 2026.
  • Contingent coupon: 3.125% per quarter (12.50% per annum) of stated principal, payable only if no coupon barrier event occurs during the related observation period.
  • Coupon barrier and downside threshold: Both set at 75.00% of each underlying index's initial index level.
  • Principal at risk: If the worst performing index falls below its downside threshold level at maturity, investors receive less, and possibly significantly less, than 75.00% of stated principal.
  • Estimated value: The issuer expects the estimated value on the pricing date to be at least $918.50 per security, which the filing states will be less than the public offering price.
  • CUSIP / ISIN: 17334HAX1 / US17334HAX17.

Citigroup CGMHI Three-Index Callable Securities: Offering Terms and Structure

According to the filing, the securities are structured as principal-at-risk notes linked to three underlying indices: the EURO STOXX 50 Index (SX5E), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX). The worst performing of the three drives both coupon eligibility and principal repayment at maturity. The maturity date is November 16, 2028, unless the issuer redeems the securities earlier at its option on any of seven scheduled quarterly potential redemption dates beginning February 19, 2027.

The filing discloses that on each quarterly contingent coupon payment date, investors receive the 3.125% coupon "if and only if" a coupon barrier event has not occurred during the related observation period. A coupon barrier event is triggered if the closing level of any underlying index falls below 75.00% of its initial index level on any single trading day within the observation period. If such an event occurs, no coupon is paid for that period. At maturity, if the final index level of the worst performing underlying index is below the 75.00% downside threshold, investors receive $1,000 plus $1,000 multiplied by that index's return, which the filing illustrates could be as low as $0.00 per security in a total-loss scenario.

The filing also notes that if the issuer exercises its call right, investors receive the stated principal amount of $1,000 plus the related contingent coupon, if any, and no further payments are made. The estimated value of at least $918.50 per security is based on Citigroup Global Markets Inc.'s proprietary pricing models and the issuer's internal funding rate and, according to the filing, "is not an indication of actual profit to CGMI or other of Citigroup Global Markets Holdings Inc.'s affiliates." The securities will not be listed on any securities exchange, and the filing cautions that investors may not be able to sell them prior to maturity. All payments are described as subject to the credit risk of both the issuer and Citigroup Inc.

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed the full offering summary for quarterly callable securities due November 2028, covering coupon mechanics, barrier levels, early redemption terms, hypothetical payout scenarios, and an estimated value of at least $918.50 per $1,000 security.